About This Deal

Camden Property Trust acquired Summit Properties Inc. for Total transaction value of approximately $1.9 billion including assumed Summit debt, or about $31.37 per Summit share based on Camden's October 1, 2004 closing price. Summit stockholders could elect $31.20 in cash or 0.6687 of a Camden common share per share, with aggregate cash reallocated to roughly $434.4 million; at closing Camden issued about 11.8 million common shares and paid approximately $436.3 million in cash to former Summit stockholders., a transaction completed in February 2005, structured as Cash-or-stock election merger. Summit Properties Inc. merged with and into Camden Summit, Inc. (initially named Camden Sparks, Inc.), a wholly owned Camden subsidiary, with each Summit share converting into $31.20 cash or 0.6687 of a Camden common share, subject to reallocation of the cash pool; Summit operating-partnership unitholders could take cash or roll into the surviving partnership.. The deal was a Merger.

Summit Properties Inc. operates in Multifamily apartments (Mid-Atlantic and Southeast U.S.), is based in Charlotte, North Carolina, USA (core markets: Washington, D.C., Southeast Florida, Atlanta, Raleigh and Charlotte). Camden combined with Summit Properties, a publicly traded apartment REIT, merging Summit into a wholly owned Camden subsidiary. The transaction extended Camden's platform into Summit's core Mid-Atlantic and Southeast markets and created what the companies described as the fifth-largest publicly traded U.S. multifamily company. Camden also indicated it would form a joint venture holding roughly $450 million to $500 million of multifamily properties, retaining a minority interest and management, to help fund the cash portion of the merger.

Management positioned the merger as taking both companies to greater scale, describing a combined enterprise with roughly $5.7 billion total market capitalization and about $2.9 billion equity market cap, and highlighting the strong geographic and product fit of Summit's high-employment-growth markets with limited overlap with Camden's existing footprint.

Summit's five core markets - Washington, D.C., Southeast Florida, Atlanta, Raleigh and Charlotte - were projected to rank among the top employment-growth markets, and only Charlotte overlapped with Camden, giving Camden a largely complementary, high-growth apartment footprint. Created what the companies called the fifth-largest publicly traded U.S. multifamily company, with roughly $5.7 billion total market capitalization and about $2.9 billion equity market cap, and a broader platform for future FFO growth. Summit merged into Camden Summit, Inc., a wholly owned Camden subsidiary; two former Summit directors, William B. McGuire, Jr. and William F. Paulsen, joined Camden's board following the merger. Camden indicated it would contribute roughly $450 million to $500 million of multifamily properties into a joint venture (retaining a minority interest and continuing to manage them) or sell them to third parties, using proceeds to fund the cash portion of the merger consideration.

Deal Terms

Acquirer
Camden Property Trust
Target
Summit Properties Inc.
Value
Total transaction value of approximately $1.9 billion including assumed Summit debt, or about $31.37 per Summit share based on Camden's October 1, 2004 closing price. Summit stockholders could elect $31.20 in cash or 0.6687 of a Camden common share per share, with aggregate cash reallocated to roughly $434.4 million; at closing Camden issued about 11.8 million common shares and paid approximately $436.3 million in cash to former Summit stockholders.
Date
February 2005
Type
Merger
Status
Ready

Transaction Details

Target HQ
Charlotte, North Carolina, USA (core markets: Washington, D.C., Southeast Florida, Atlanta, Raleigh and Charlotte)
Segment
Multifamily apartments (Mid-Atlantic and Southeast U.S.)
Structure
Cash-or-stock election merger. Summit Properties Inc. merged with and into Camden Summit, Inc. (initially named Camden Sparks, Inc.), a wholly owned Camden subsidiary, with each Summit share converting into $31.20 cash or 0.6687 of a Camden common share, subject to reallocation of the cash pool; Summit operating-partnership unitholders could take cash or roll into the surviving partnership.
Announced
October 4, 2004
Closed
February 28, 2005
Synergies
Created what the companies called the fifth-largest publicly traded U.S. multifamily company, with roughly $5.7 billion total market capitalization and about $2.9 billion equity market cap, and a broader platform for future FFO growth.

In Their Words

This strategic merger takes both Camden and Summit to the next level in size and potential. This merger creates the fifth largest multifamily public company in the U.S. with a $5.7 billion total market capitalization and a $2.9 billion equity market cap.Richard J. Campo, Chairman and CEO, Camden Property Trust
This is good news for our stockholders and our Associates. Our stockholders will receive a premium over the current share price as well as a 26% increase in annual dividends for those electing Camden shares in the merger.Steve LeBlanc, CEO, Summit Properties

Advisors

Advisory firms were not disclosed for this transaction.

Related Deals & Entities

Sources: Press release ↗ · SEC filing ↗

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